Home / 2022 / May / 06

Daily Archives: May 6, 2022

Culinary chefs gather at Shusha Culinary Festival

Published by
Azer News

By Laman Ismayilova Culinary chefs from different countries have gathered in Shusha to join the first international culinary festival held in Azerbaijan’s cultural capital. The large-scale event is co-organized by the Heydar Aliyev Foundation and the State Tourism Agency. During the festival, the cooks from Germany, Austria, China, France, Georgia, Indonesia, Iran, Israel, Italy, Malaysia, Turkiye, and Japan surprise foodies with mouthwatering food. Azerbaijan is represented at the festival by economic regions, that is – Absheron-Khizi, Baku, Upper Shirvan, Ganja-Dashkasan, Lankaran-Astara, Ce… Read More »

Steady Progress at Tranquility Beach Resort – Curio Collection by Hilton in Dominica

Roseau, May 06, 2022 (GLOBE NEWSWIRE) — The Tranquility Beach Resort – Curio Collection by Hilton in Dominica is all geared up for opening for travellers this year.

The five-star ultra-luxury resort will feature 99 rooms and abundant ultra-luxury amenities for people looking to escape into the lap of nature.

The resort complements the sustainable, eco-tourism principles of the Caribbean island country of Dominica, which pays keen attention to responsible travel.

The Tranquility Beach Resort, located in Salisbury, Dominica, is a luxury boutique hotel with an emphasis on environmental sensitivity and first-class hospitality standards.

Located on a four-acre marine coastal hideaway viewing the Caribbean sea, it is one of the most stunning hotels in the region. This undiscovered coastal location is beautifully poised and includes two secret cove beaches on both sides of the property. The prime attraction for the tourist is indeed its location.

Tranquility Beach Resort’s modern structures have been constructed to portray the dream of a truly Caribbean paradise. Besides the presence of secret beaches and pools, the resort includes a spa center, a gourmet restaurant, and several other world-class amenities that are nowhere else in the region.

The most exquisite feature is its dramatic cliff-hanging villas that are built directly into the rock, offering mesmerizing ocean views and giving people a feel similar to floating over the water.

The cliff-hanging villas are one-bedroom dramatic lifestyle spaces that will provide extraordinary lifestyle experiences with no boundaries on living your lives to the fullest. The villas are designed on an area of over 650 square feet of indoor living space and more than 250 square feet of outdoor living space.

The Tranquility Beach Resort will provide environmentally-sensitive, first-class accommodation. This super-luxurious beach resort will comprise two and three-bedroom villas as well as condo suites, which will offer a full-service setting.

The two-bedroom standalone villas will provide an exclusive experience with a stunning coastal view. It will feature the open concept of living-dining-kitchen. A few more luxuries to be provided in these villas are two en suite baths complemented by a powder room, laundry facilities, a private patio, and very own private pool.

These mesmerising villas are available in two (2) options:

One Storey Option: Over 1,325 square feet of interior living with 1,350 square feet of exterior living space.
Two Storey Option: 1,850 square feet of interior living with over 1,500 square feet of exterior living space.

The three-bedroom villas will provide a similar experience to two-bedroom villas, with more lavish space. These will also follow the open concept of living-dining-kitchen. It will feature three en suite baths and a powder room, laundry and private patio and a very own private pool.

Four-bedroom villas are also available in two options:

– One Storey Option, which is constructed on over 1,600 square feet of interior living with over 1,300 square feet of exterior living space.
– Two Storey Option, which is constructed on more than 2,350 square feet of interior living with over 1,550 square feet of exterior living space.

The sumptuous beach resort will also provide stay at the Condo suites, which offer one-bedroom condominiums, a two-bedroom condominium and a studio suite, which will be single or can be joined to a one-bedroom condominium to make a two-bedroom suite.

A diverse range of amenities and services to be offered by the Beach Resort include:

• Breathtaking Infinity Pool
• Sunset Platform
• World Class SPA & Wellness Center
• Exclusive Fine Dining Restaurant
• State of the art the Gym
• Two 1200 Square-Foot Meeting & Event Spaces

Prime Minister of Dominica, Dr Roosevelt Skerrit, made sure that locals were involved during and after the construction of this five-star hotel. Once complete, it will provide massive employment, and over 300 individuals will get jobs in various departments.

“The Tranquility Beach Resort – Curio Collection by Hilton in Dominica is among the projects that I am proud to watch from its very inception to now,” Prime Minister Dr Roosevelt Skerrit.

The 5-star resort is also a government-approved real-estate project that qualifies for the country’s world-renowned Citizenship by Investment (CBI) Programme. The minimum investment starts from USD 200,000 onwards, which also qualifies an individual for citizenship in Dominica, provided they also pass all the due diligence checks.

Ian A.W Edwards, a well known architectural designer and property developer from Dominica, is the CEO of Tranquility Beach Resort. He also shared some benefits of investing in the boutique hotel through the citizenship by investment programme of Dominica.

Edwards is also known for the creation of multiple projects, which have added luxury to the stay in the Caribbean island country. He has constructed many top luxury boutique hotels and villa projects.

Benefits of investing in The Tranquility Beach Resort – Curio Collection by Hilton in Dominica

· Investors get gold membership to Hilton
· 1 million 50 thousand Hilton points that could be used globally
· A profit share after the project is completed
· Become part of the Hilton family internationally

The Citizenship by Investment Programme of Dominica is one of the longstanding programme of its kind. It has been ranked as the world’s number one CBI for five consecutive years in a row by the CBI Index released by PWM Magazine of Financial Times. The government has enforced a strict due-diligence system that ensures that only people who pass the background checks are granted citizenship. All applicants over the age of sixteen undergo a similar multi-layered due diligence by the government and third-party agencies.

Launched in 1993, the Citizenship by Investment Programme of Dominica is helping the Small Island Developing State (SIDS) become the world’s first climate-resilient nation. The country sustained significant damage due to Hurricane Maria in 2017 and is often at the forefront of climate change.

Dominica has been witnessing development as well as upliftment because of this Programme. Shorty, the Caribbean country will have its own International Airport, which will be resilient to climatic changes. The Airport will provide direct access to many prominent countries of the world. It will also have a Geo-thermal plant, decreasing its dependency on natural resources.

PR Dominica
Commonwealth of Dominica
001 (767) 266 3919
cbiusecretary@dominica.gov.dm

Koninklijke Philips N.V.: Tender Offers Results Notice

6 May 2022

KONINKLIJKE PHILIPS N.V.

 (THE “COMPANY”)

announces the results of the tender offers in respect of its outstanding

EUR 500,000,000 0.500 per cent. notes due 2023 (ISIN: XS1671760384) (the “2023 Euro Notes”)

EUR 500,000,000 0.750 per cent. notes due 2024 (ISIN: XS1815116568) (the “2024 Euro Notes”)

and

EUR 500,000,000 1.375 per cent. notes due 2025 (ISIN: XS2149368529) (the “2025 Euro Notes”,

 and together with the 2023 Euro Notes and the 2024 Euro Notes, the “Existing Notes”)

This Notice must be read in conjunction with the tender offer memorandum dated 28 April 2022 (the “Tender Offer Memorandum”) which has been prepared by the Company in relation to the Tender Offers in respect of the Existing Notes. Capitalised terms used in this Notice and not otherwise defined herein shall have the meanings ascribed to them in the Tender Offer Memorandum.

On 28 April 2022, the Company announced the launch of Tender Offers to Qualifying Holders of the Existing Notes. Under the terms of the Tender Offers, Qualifying Holders (subject to offer restrictions), were invited to tender their Existing Notes for purchase by the Company for cash, subject to the conditions set out in the Tender Offer Memorandum.

The Tender Offers expired at 17:00 hours CEST on 5 May 2022.

Settlement of the New Euro Notes Issuance took place on 5 May 2022 and accordingly the Financing Condition to the Tender Offers has been satisfied.

Principal Amounts of Existing Notes validly tendered

The Company has received valid Offers to Sell in respect of the Existing Notes as follows:

Aggregate nominal amount of the 2023 Euro Notes validly tendered: €196,976,000.

Aggregate nominal amount of the 2024 Euro Notes validly tendered: €224,535,000.

Aggregate nominal amount of the 2025 Euro Notes validly tendered: €154,471,000.

Final results of the Tender Offers

The Company is pleased to announce that it will accept validly tendered Existing Notes as follows:

  Series Acceptance Amount Reference Benchmark Yield Purchase Yield Tender Price
2023 Euro Notes €196,976,000 -0.0650% 0.0850% 100.550%
2024 Euro Notes €224,535,000 0.2425% 0.3425% 100.802%
2025 Euro Notes €154,471,000

No pro-ration shall be applied to valid tenders of the 2025 Euro Notes.

2025 Euro Notes Interpolated Mid-Swap Rate:
1.2140%

 

1.2140% 100.417%


Remaining amounts outstanding

After the Settlement Date, the Existing Notes will remain outstanding as follows:

Aggregate principal amount of the 2023 Euro Notes outstanding after the Settlement Date:  €303,024,000.

Aggregate principal amount of the 2024 Euro Notes outstanding after the Settlement Date: €275,465,000.

As set out in the Tender Offer Memorandum, following the Settlement Date the Company intends to redeem in full the 2023 Euro Notes and 2024 Euro Notes that remain outstanding at the relevant Make-Whole Redemption Amount in accordance with their respective terms and conditions.

Aggregate principal amount of the 2025 Euro Notes outstanding after the Settlement Date:  €345,529,000.

Settlement Date

The Settlement Date for the Tender Offers is expected to be 10 May 2022.

Existing Notes purchased by the Company pursuant to the Tender Offers will be cancelled and will not be reissued or re-sold.

CONTACT INFORMATION

DEALER MANAGERS

BofA Securities Europe SA

51, rue La Boétie

75008 Paris

France

Attention: Liability Management Group

Tel: +33 1 877 01057

Email: DG.LM-EMEA@bofa.com

 

Mizuho Securities Europe GmbH

Taunustor 1

60310 Frankfurt am Main

Germany

Attention : Liability Management

Telephone: +44 20 7090 6134

Email: liabilitymanagement@uk.mizuho-sc.com

 

TENDER AND INFORMATION AGENT

Kroll Issuer Services Limited

The Shard

32 London Bridge Street

London SE1 9SG

Telephone: +44 20 7704 0880

Attention: Jacek Kusion

Email: philips@is.kroll.com

Website: https://deals.is.kroll.com/philips

DISCLAIMER

The Dealer Managers do not take responsibility for the contents of this Notice. This Notice must be read in conjunction with the Tender Offer Memorandum. No invitation to tender any Existing Notes is being made pursuant to this Notice. Any such invitation was only made in the Tender Offer Memorandum. This Notice and the Tender Offer Memorandum contain important information.

OFFER RESTRICTIONS

The distribution of this Notice or the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this Notice or the Tender Offer Memorandum comes are required by each of the Company, the Dealer Managers and the Tender and Information Agent to inform themselves about, and to observe, any such restrictions. Please also refer to the Tender Offer Memorandum for a full description of such restrictions.


Copyright © 2022 GlobeNewswire, Inc.

Koninklijke Philips N.V.: Announcement of the indicative Series Acceptance Amounts

6 May 2022

KONINKLIJKE PHILIPS N.V.

(THE “COMPANY”)

announces the indicative and non-binding Series Acceptance Amounts in connection with the tender offers in respect of its outstanding

EUR 500,000,000 0.500 per cent. notes due 2023 (ISIN: XS1671760384) (the “2023 Euro Notes”)

EUR 500,000,000 0.750 per cent. notes due 2024 (ISIN: XS1815116568) (the “2024 Euro Notes”)

and

EUR 500,000,000 1.375 per cent. notes due 2025 (ISIN: XS2149368529) (the “2025 Euro Notes”,

 and together with the 2023 Euro Notes and the 2024 Euro Notes, the “Existing Notes”)

 This Notice must be read in conjunction with the tender offer memorandum dated 28 April 2022 (the “Tender Offer Memorandum”) which has been prepared by the Company in relation to the Tender Offers in respect of the Existing Notes. Capitalised terms used in this Notice and not otherwise defined herein shall have the meanings ascribed to them in the Tender Offer Memorandum.

On 28 April 2022, the Company announced the launch of Tender Offers to Qualifying Holders of the Existing Notes. Under the terms of the Tender Offers, Qualifying Holders (subject to offer restrictions), were invited to tender their Existing Notes for purchase by the Company for cash, subject to the conditions set out in the Tender Offer Memorandum (including, without limitation, the Financing Condition).

The Tender Offers expired at 17:00 hours CEST on 5 May 2022.

Settlement of the New Euro Notes Issuance took place on 5 May 2022 and accordingly the Financing Condition to the Tender Offers has been satisfied.

Principal Amounts of Existing Notes validly tendered

The Company has received valid Offers to Sell in respect of the Existing Notes as follows:

Aggregate nominal amount of the 2023 Euro Notes validly tendered: €196,976,000.

Aggregate nominal amount of the 2024 Euro Notes validly tendered: €224,535,000.

Aggregate nominal amount of the 2025 Euro Notes validly tendered: €154,471,000.

Indicative and Non-Binding Series Acceptance Amounts

The Company is pleased to announce, on a non-binding basis, that it intends to accept validly tendered Existing Notes as follows:

Indicative aggregate nominal amount of the 2023 Euro Notes that is accepted for purchase (Series Acceptance Amount for the 2023 Euro Notes):

€196,976,000. The Company intends to accept all validly tendered 2023 Euro Notes in full.

Indicative aggregate nominal amount of the 2024 Euro Notes that is accepted for purchase (Series Acceptance Amount for the 2024 Euro Notes):

€224,535,000. The Company intends to accept all validly tendered 2024 Euro Notes in full.

Indicative aggregate principal amount of the 2025 Euro Notes that is accepted for purchase (Series Acceptance Amount for the 2025 Euro Notes):

€154,471,000. Based on such Series Acceptance Amount, the Company intends to accept all validly tendered 2025 Euro Notes in full, without pro ration.

The Pricing Time for the Tender Offers is at 13:00 CEST today. As soon as practicable after the Pricing Time, the Company will announce whether it will accept valid tenders of Existing Notes for purchase pursuant to all or any of the Tender Offers and, if so accepted, each Series Acceptance Amount, each Purchase Yield, the 2023 Euro Notes Reference Benchmark Security Yield, the 2024 Euro Notes Reference Benchmark Security Yield, the 2025 Euro Notes Interpolated Mid-Swap Rate, each Tender Price, and any Pro-Ration Factor that will be applied to the 2025 Euro Notes and the aggregate principal amount of the relevant Series outstanding post settlement of the relevant Tender Offers.

Maximum Acceptance Amount and FX Rate

The Maximum Acceptance Amount of €230,193,677.02 has been calculated as €250,000,000 minus €19,806,322.98, the Euro equivalent of $20,862,000, which is the aggregate nominal amount to be repurchased by the Company as part of the simultaneous USD Tender Offers (assuming all notes tendered pursuant to the guaranteed delivery procedures thereunder are validly delivered by the guaranteed delivery deadline) launched on 28 April 2022 using an FX Rate at the Expiration Time as reported on the Bloomberg Screen FXIP Page of €1.00 = $1.0533.

Qualifying Holders should note that this is a non-binding indication of the level at which the Company expects to set each Series Acceptance Amount only. The Company is under no obligation to accept any valid tenders of Existing Notes pursuant to the Tender Offers. Existing Notes that are not successfully tendered for purchase or not accepted for purchase by the Company pursuant to the Tender Offers will remain outstanding after the Settlement Date. As set out in the Tender Offer Memorandum, following the Settlement Date, the Company intends to redeem all remaining outstanding 2023 Euro Notes and 2024 Euro Notes at the relevant Make-Whole Redemption Amount in accordance with their respective terms and conditions.

The expected Settlement Date for the Tender Offers is 10 May 2022.

Existing Notes purchased by the Company pursuant to the Tender Offers will be cancelled and will not be re-issued or re-sold.

CONTACT INFORMATION

DEALER MANAGERS

BofA Securities Europe SA

51, rue La Boétie

75008 Paris

France

Attention: Liability Management Group

Tel: +33 1 877 01057

Email: DG.LM-EMEA@bofa.com

 

Mizuho Securities Europe GmbH

Taunustor 1

60310 Frankfurt am Main

Germany

Attention : Liability Management

Telephone: +44 20 7090 6134

Email: liabilitymanagement@uk.mizuho-sc.com

 

TENDER AND INFORMATION AGENT

Kroll Issuer Services Limited

The Shard

32 London Bridge Street

London SE1 9SG

Telephone: +44 20 7704 0880

Attention: Jacek Kusion

Email: philips@is.kroll.com

Website: https://deals.is.kroll.com/philips

DISCLAIMER

The Dealer Managers do not take responsibility for the contents of this Notice. This Notice must be read in conjunction with the Tender Offer Memorandum. No invitation to tender any Existing Notes is being made pursuant to this Notice. Any such invitation was only made in the Tender Offer Memorandum. This Notice and the Tender Offer Memorandum contain important information.

OFFER RESTRICTIONS

The distribution of this Notice or the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this Notice or the Tender Offer Memorandum comes are required by each of the Company, the Dealer Managers and the Tender and Information Agent to inform themselves about, and to observe, any such restrictions. Please also refer to the Tender Offer Memorandum for a full description of such restrictions.

Malaysia aims to regain palm oil market share in EU amid global shortage

Published by
Reuters UK

KUALA LUMPUR (Reuters) – Malaysia, the world’s second largest palm oil producer, on Friday said it plans to leverage the global edible oil shortage and “political tension in Europe” to regain market share after buyers shunned the commodity over environmental concerns. Palm oil is used to make everything from lipstick to noodles, but top producers Indonesia and Malaysia have faced boycotts after being accused of clearing rainforests and exploiting migrant workers for the rapid expansion of plantations. Some companies have introduced “palm oil-free products” in recent years, and the European Uni… Read More »

Invitation to attend the annual and the extraordinary shareholders’ meetings of the Company to be held on June 8, 2022

REGULATED INFORMATION
May 6, 2022, 7:00am CET / 1:00am ET

NYXOAH SA
(Euronext Brussels: NYXH)
Rue Edouard Belin 12, 1435 Mont-Saint-Guibert, Belgium
(hereinafter the “Company”)

Invitation to attend the annual and the extraordinary shareholders’ meetings of the Company to be held on June 8, 2022

The board of directors of the Company is pleased to invite its securities holders to attend the annual shareholders’ meeting of the Company, to be held on Wednesday, June 8, 2022 at 2:00 p.m. CET at the Company’s seat, or at such other place as will be indicated prior to such time. The annual shareholders’ meeting will be followed immediately by an extraordinary shareholders’ meeting.

In order to facilitate the keeping of the attendance list on the day of the annual and the extraordinary shareholders’ meetings, the holders of securities issued by the Company and their representatives are invited to register as from 1:30 p.m. CET.

Communication on COVID-19

In light of the COVID-19 pandemic, it is currently envisaged that certain measures imposed by the Belgian government to deal with this pandemic may still be in effect on the date of the Company’s annual and extraordinary shareholders’ meetings. These measures are in the interest of the health of individual securities holders, as well as of the employees of the Company and others who are responsible for organizing the shareholders’ meetings. It can also not be excluded that the Belgian government will again impose additional measures.

In view of the health crisis and the related measures imposed by the government to limit the spread of the COVID-19 coronavirus, securities holders are encouraged to exercise their voting rights prior to the shareholders’ meetings by following the rules set out in this convening notice, either (i) by voting remotely by mail, or (ii) by giving a proxy to a representative of the Company. Moreover, securities holders are encouraged to exercise their right to ask questions in writing in advance in respect of the items on the agendas of the shareholders’ meetings. The modalities of the aforementioned ways to participate in the annual and the extraordinary shareholders’ meetings are set out in this convening notice and in the relevant forms to vote by mail or by proxy.

The Company will grant access to the meetings to securities holders, proxy holders and other persons only to the extent permitted in light of the measures taken or to be taken by the authorities as applicable on the date of the meetings, and always taking into account the recommendations of the authorities, and health and safety considerations. The Company will also set up a video conference to allow those holders of securities of the Company who have duly registered for the annual and the extraordinary shareholders’ meetings to follow the meetings remotely and ask questions, as the case may be in writing, during the meetings. The modalities to attend the meetings via videoconference will be communicated to the relevant securities holders in due time. The videoconference will not qualify as an electronic communication tool to attend and vote at the shareholders’ meetings as referred to in Article 7:137 of the Belgian Code of Companies and Associations, but will be an extra facility for securities holders to follow the shareholders’ meetings.

The Company reserves the right to change these modalities of participation by indicating so on the Company’s website (https://investors.nyxoah.com/shareholder-information Shareholders’ Meetings) if the health situation and applicable rules change prior to the date of the annual and the extraordinary shareholders’ meetings.

AGENDA OF THE ANNUAL SHAREHOLDERS’ MEETING 

  1.  Acknowledgement and discussion of:
        1.  the statutory annual accounts for the financial year ended on December 31, 2021;
        2.  the consolidated financial statements for the financial year ended on December 31, 2021;
        3.  the annual report of the board of directors on the statutory annual accounts for the financial year ended on December 31, 2021;
        4.  the annual report of the board of directors on the consolidated financial statements for the financial year ended on December 31, 2021;
        5.  the statutory auditor’s report on the statutory annual accounts for the financial year ended on December 31, 2021; and
        6.  the statutory auditor’s report on the consolidated financial statements for the financial year ended on December 31, 2021.
  1.  Approval of the statutory annual accounts for the financial year ended on December 31, 2021 and the proposed allocation of the result

Proposed decisionThe shareholders’ meeting decides to approve the annual accounts for the financial year ended on December 31, 2021 and the allocation of the result as proposed by the board of directors.

  1.  Discharge of directors

Proposed decisionThe shareholders’ meeting decides to grant discharge to each of the directors who was in office during the financial year ended on December 31, 2021 (including Mr. Janke Dittmer who resigned as director in 2021) for the performance of their mandate during that financial year.

  1.  Discharge of the statutory auditor

Proposed decisionThe shareholders’ meeting decides to grant discharge to the statutory auditor who was in office during the financial year ended on December 31, 2021 for the performance of his mandate during that financial year.

  1.  Acknowledgement and approval of the remuneration report

Proposed decisionThe shareholders’ meeting decides to approve the remuneration report.

  1.  Acknowledgement and approval of the amended remuneration policy

Upon the recommendation of the remuneration committee, and with a view to (i) introducing share-based compensation for the non-executive directors, and (ii) making certain changes to the warrants-based component of the non-executive directors’ remuneration, the board of directors proposes to amend the remuneration policy of the Company.

The board of directors is of the opinion that remunerating non-executive directors in part in shares by offering them the opportunity to subscribe to new shares at a discounted subscription price (since the Company does not hold any existing own shares that it could offer to the non-executive directors), rather than all in cash, strengthens the alignment of the non-executive directors’ interests with the interests of the Company’s shareholders. This is in the interest of the Company and its stakeholders and is in line with principle 7.6 of the 2020 Belgian Corporate Governance Code.

Therefore, the board of directors proposes to amend the remuneration policy of the Company to (i) reflect the inclusion of a share-based compensation of the non-executive directors and (ii) determine that the shares subscribed by the non-executive directors in this framework will need to be held by the relevant non-executive director until at least one year after the relevant non-executive director leaves the board and at least three years after the moment of subscription of the relevant shares.

The board of directors also proposes to amend the remuneration policy in view of the proposed warrants component of the non-executive directors’ remuneration package, as described in agenda item 8, with a vesting schedule which deviates from the default vesting schedule described in the current remuneration policy.

Proposed decisionThe shareholders’ meeting decides to approve the amended remuneration policy.

  1.  Approval of directors’ and committee members’ cash remuneration

Taking into account the recommendations of the remuneration committee, the board of directors proposes to the shareholders’ meeting to modify the cash remuneration of the board and committee members as set out in the below proposed decision.

Proposed decisionThe shareholders’ meeting decides to determine the annual cash remuneration of the members of the board of directors and of the board committees as follows: 

  •  Executive directors: no remuneration for their mandate as director. They will receive remuneration as members of the executive management.
  •  Non-executive director – chairperson: a fixed annual remuneration in the amount of EUR 82,000. 
  •  Independent directors: a fixed annual remuneration in the amount of EUR 45,000.
  •  Other non-executive directors: a fixed annual remuneration in the amount of EUR 45,000. 
  •  Chairperson of the audit committee: an additional fixed annual remuneration in the amount of EUR 18,000.
  •  Chairpersons of the nominating and corporate goverance committee, the remuneration committee and the science and technology committee: an additional fixed annual remuneration in the amount of EUR 9,000.
  •  Members of the audit committee: an additional fixed annual remuneration in the amount of EUR 9,000.
  •  Members of the nominating and corporate goverance committee, the remuneration committee and the science and technology committee: an additional fixed annual remuneration in the amount of EUR 4,500.
  1.  Approval of non-executive directors’ remuneration in the form of warrants

Taking into account the recommendations of the remuneration committee, and subject to approval of the amended remuneration policy referred to under agenda item 6 above, the board of directors proposes to the shareholders’ meeting to grant the non-executive directors, in addition to their remuneration in cash, a remuneration in the form of grants of warrants (which are called “subscription rights” (droits de souscription) under the Belgian Code of Companies and Associations, or “CCA”) as set out below in the proposed decisions.

Proposed decisionsThe shareholders’ meeting decides that, in addition to their annual remuneration in cash, each non-executive director shall be granted annually a number of warrants (droits de souscription) under the following terms and conditions: 

  •  the warrants shall only be granted to the non-executive directors that are in function on the date immediately following the date of the annual shareholders’ meeting held in the relevant year;  
  •  the warrants shall only be granted if and to the extent that at the time of grant the Company has a sufficient number of warrants issued under an ESOP warrants plan outstanding that are still available for grant;
  •  the number of warrants to be granted to each non-executive director shall be equal to EUR 130,000 divided by the value of the warrants calculated by the board of directors on the basis of the Black Scholes formulae as per the date of the annual shareholders’ meeting held in the relevant year and taking into account the remaining duration of warrants under the relevant ESOP warrants plan;
  •  the exercise price of each warrant shall be equal to the lowest of the following prices: (i) the (counter value in euro of the) last closing price of the Company’s share, on the stock exchange where the Company’s shares are (first) listed, prior to the date on which the warrant is offered; or (ii) the (counter value in euro of the) average closing price of the Company’s share, on the stock exchange where the Company’s shares are (first) listed, over the thirty (30) day period preceding the date on which the warrant is offered; 
  •  the warrants can be exercised only if they are fully vested and in accordance with the applicable ESOP warrants plan; 
  •  all warrants granted in a certain financial year to the relevant non-executive director will vest one year after the date on which they have been granted, provided that the relevant non-executive director is still in function on the date immediately following the date of the annual shareholders’ meeting deciding on the approval of the annual accounts over the financial year during which the warrants were granted; 
  •  the warrants can no longer be exercised and shall become null and void if they are not exercised prior to the fifth anniversary of the date of grant of the relevant warrants or if the duration of the relevant warrants under the relevant ESOP warrants plan has expired; and 
  •  the CEO and CFO of the Company, acting individually, are authorized to sign all documentation necessary or useful to implement the above.
  1.  Acknowledgement of the resignation of directors

Proposed decisions:

        1.  The shareholders’ meeting acknowledges the resignation of Mr. Donald Deyo as director of the Company with immediate effect at the end of this shareholders’ meeting.

                     

        1.  The shareholders’ meeting acknowledges the resignation of Mr. Jan Janssen as director of the Company with immediate effect at the end of this shareholders’ meeting.
  1.  Appointment of directors

On August 27, 2021, the board of directors decided to appoint Ms. Rita Johnson-Mills on a provisional basis (“cooptation”) as a director in order to replace Janke Dittmer in accordance with Article 7:88 of the CCA and article 13 of the Company’s articles of association. Based on the information made available by Ms. Rita Johnson-Mills, it was determined that she satisfies the applicable requirements to be appointed as an independent director in accordance with Article 7:87 of the CCA and provision 3.5 of the 2020 Belgian Corporate Governance Code. Ms. Rita Johnson-Mills also explicitly declared not to have any connections with the Company or an important shareholder, which would interfere with her independence. The board of directors recommends that the appointment of Ms. Rita Johnson-Mills as independent director be confirmed and that she completes Janke Dittmer’s term of office ending at the annual shareholders’ meeting to be held in 2024.

Taking into account the recommendation of the nominating and corporate governance committee, the board of directors proposes to the shareholders’ meeting that (i) Ms. Virginia M. Kirby, and (ii) Mr. Raymond W. Cohen be appointed as directors, each for a term ending at the annual shareholders’ meeting to be held in 2024.

Based on information made available by respectively Ms. Virginia M. Kirby and Mr. Raymond W. Cohen, it appears that Ms. Virginia M. Kirby and Mr. Raymond W. Cohen satisfy the applicable requirements to be appointed as independent directors in accordance with Article 7:87 of the CCA and provision 3.5 of the 2020 Belgian Corporate Governance Code. Ms. Virginia M. Kirby and Mr. Raymond W. Cohen also explicitly declared not to have any connections with the Company or an important shareholder, which would interfere with their independence.

Proposed decisions:

        1.  The shareholders’ meeting decides to confirm the appointment of Ms. Rita Johnson-Mills, residing at 235 Governors Way, Brentwood TN 37027, USA, as an independent director of the Company within the meaning of Article 7:87 of the CCA and provision 3.5 of the 2020 Belgian Corporate Governance Code, completing Janke Dittmer’s term of office ending at the annual shareholders’ meeting to be held in 2024. The mandate of Mr. Rita Johnson-Mills is remunerated as provided for the non-executive (independent) members of the board of directors in the Company’s remuneration policy as adopted by the shareholders’ meeting and as provided in the proposed decisions for agenda items 7 and 8 if and to the extent approved. If the proposed decision for agenda item 7 is not approved, the cash remuneration shall be as decided by the shareholders’ meeting held on September 21, 2020.
        1.  The shareholders’ meeting decides to appoint Ms. Virginia M. Kirby, residing at 5636 West Bald Eagle Blvd, White Bear Lake MN 55110, USA, as an independent director of the Company within the meaning of Article 7:87 of the CCA and provision 3.5 of the 2020 Belgian Corporate Governance Code, for a term ending at the annual shareholders’ meeting to be held in 2024. The mandate of Ms. Virginia M. Kirby is remunerated as provided for the non-executive (independent) members of the board of directors in the Company’s remuneration policy as adopted by the shareholders’ meeting and as provided in the proposed decisions for agenda items 7 and 8 if and to the extent approved. If the proposed decision for agenda item 7 is not approved, the cash remuneration shall be as decided by the shareholders’ meeting held on September 21, 2020.
        1.  The shareholders’ meeting decides to appoint Mr. Raymond W. Cohen, residing at 4471 Dean Martin Dr, Las Vegas NV 89103, USA, as an independent director of the Company within the meaning of Article 7:87 of the CCA and provision 3.5 of the 2020 Belgian Corporate Governance Code, for a term ending at the annual shareholders’ meeting to be held in 2024. The mandate of Mr. Raymond W. Cohen is remunerated as provided for the non-executive (independent) members of the board of directors in the Company’s remuneration policy as adopted by the shareholders’ meeting and as provided in the proposed decisions for agenda items 7 and 8 if and to the extent approved. If the proposed decision for agenda item 7 is not approved, the cash remuneration shall be as decided by the shareholders’ meeting held on September 21, 2020.
  1.  Approval of the statutory auditor’s remuneration for the financial year ended on December 31, 2021

Proposed decisionThe shareholders’ meeting decides to approve the remuneration of the statutory auditor for the financial year ended on December 31, 2021 as follows: (i) EUR 314,000 (excl. VAT) for the audit of the statutory annual accounts and the consolidated financial statements for the financial year ended on December 31, 2021, and (ii) EUR 232,000 (excl. VAT) for services performed by the statutory auditor in connection with the listing of the Company on Nasdaq in July 2021. 

  1.  Re-appointment of Ernst & Young Réviseurs d’Entreprises SRL, with as representative Mr. Carlo-Sébastien D’Addario, as auditor, upon proposal of the board of directors of the Company based on the proposal received from the Audit Committee, and decision on the remuneration for the exercise of the mandate as auditor

Proposed decisionThe shareholders’ meeting decides to approve the re-appointment of Ernst & Young Réviseurs d’Entreprises SRL (RLE 0446.334.711), with statutory seat at De Kleetlaan 2, 1831 Diegem, Belgium, represented by Mr. Carlo-Sébastien D’Addario, as auditor of the Company with immediate effect for a three year period, until the closing of the annual shareholders’ meeting to be held in 2025 resolving on the annual accounts of the financial year ended on December 31, 2024. The compensation for the mandate of the auditor (including the audit services for the Company’s subsidiaries) will amount to EUR 408,000 per year (excl. VAT and 6% expenses) and will be indexed annually as from 2023 in accordance with the consumer price index.

AGENDA OF THE EXTRAORDINARY SHAREHOLDERS’ MEETING 

  1.  Acknowledgment and discussion of the special report by the board of directors drawn up in accordance with articles 7:179 and 7:191 of the Belgian Code of Companies and Associations with respect to the proposed issuance of shares and cancellation of the preferential subscription rights
  1.  Acknowledgment and discussion of the auditor’s report drawn up in accordance with articles 7:179 and 7:191 of the Belgian Code of Companies and Associations with respect to the proposed issuance of shares and cancellation of the preferential subscription rights
  1.  Increase of the capital in an amount of EUR 6,686.47, by way of a contribution in cash against issuance of 38,920 new shares, with cancellation of the preferential subscription right of the existing shareholders for the benefit of the non-executive directors of the Company, provided that the proposed decisions regarding this agenda item (and regarding the following agenda items) shall only be submitted to the vote of the shareholders’ meeting if the amended remuneration policy (including in particular the proposed subscription of shares by the non-executive directors at a discounted subscription price as part of their remuneration package) has been approved by the shareholders’ meeting that will decide on the approval of the annual accounts for the financial year ended on December 31, 2021

The board of directors proposes to the shareholders’ meeting to allow each of the non-executive directors that will be in function at the time of this extraordinary shareholders’ meeting to subscribe, as part of their remuneration package, to 5,560 new shares of the Company at an aggregate discounted cash subscription price of EUR 955.21 (i.e., a subscription price of 0.1718 (rounded) per new share, which corresponds to the current rounded par value of the existing shares). Assuming that there will be 7 non-executive directors in function at the time of this extraordinary shareholders’ meeting, this will result in an increase of the registered capital in an amount of EUR 6,686.47, by way of contribution in cash, in order to bring it from EUR 4,431,664.69 to EUR 4,438,351.16 against issuance of 38,920 new shares (the “New Shares“).

The New Shares shall be fully paid up in cash upon subscription. The New Shares will be ordinary shares and rank pari passu with and have the same rights as the existing shares and will participate in the Company’s results for the entire current financial year.

Proposed decisionThe shareholders’ meeting resolves (i) to increase the Company’s capital by a contribution in cash amounting to maximum EUR 6,686.47, to bring it from EUR 4,431,664.69 to EUR 4,438,351.16, by way of a contribution in cash for an aggregate amount of  EUR 6,686.47, against issuance of 38,920 new shares, without nominal value (the “New Shares”) and (ii) to cancel the preferential subscription rights of the existing shareholders in relation to this capital increase for the benefit of the non-executive directors in function at the time of this extraordinary shareholders’ meeting. 

The New Shares shall be subscribed to immediately at an aggregate subscription price of EUR 6,686.47 (i.e., a subscription price of EUR 0.1718 (rounded) per New Share), which shall be recorded as capital. The subscription price on each New Share shall be paid up immediately in full (100%).

The New Shares will be issued in registered form. The Company will ask admission to trading of the New Shares on the regulated market of Euronext Brussels and on Nasdaq as applicable.
The shareholders’ meeting acknowledges that Robert Taub and each of the following other non-executive directors in function at the time of this extraordinary shareholders’ meeting, represented by Robert Taub as attorney in fact, have subscribed to the New Shares as follows: 

  •  Robert Taub has subscribed to 5,560 New Shares at an aggregate subscription price of EUR 955.21; 
  •  Kevin Rakin has subscribed to 5,560 New Shares at an aggregate subscription price of EUR 955.21; 
  •  Jürgen Hambrecht has subscribed to 5,560 New Shares at an aggregate subscription price of EUR 955.21; 
  •  Rita Johnson-Mills has subscribed to 5,560 New Shares at an aggregate subscription price of EUR 955.21;
  •  Pierre Gianello has subscribed to 5,560 New Shares at an aggregate subscription price of EUR 955.21; 
  •  Raymond W. Cohen has subscribed to 5,560 New Shares at an aggregate subscription price of EUR 955.21; and
  •  Virginia M. Kirby has subscribed to 5,560 New Shares at an aggregate subscription price of EUR 955.21.

The shareholders’ meeting acknowledges that all New Shares have been paid-up in cash in full (100%), i.e. in aggregate EUR 6,686.47. 

In accordance with article 7:195 of the Belgian Code of Companies and Associations, the  contribution in cash has been credited to a special account with number BE [·] in the name of the company with [·], as evidenced by a certificate issued by such bank on [·] 2022, which has been remitted to the notary and will be kept in the notary’s file. 

The shareholders’ meeting acknowledges and requests the notary to record that the aforementioned capital increase in the amount of EUR 6,686.47 has been realised. The contribution will be recorded as capital. As consideration for the contribution, 38,920 New Shares have been issued. 

  1.  Amendment of article 5 of the articles of association to bring it in line with the aforementioned decisions

Proposed decisionTo bring the articles of association in line with the aforementioned decisions regarding the capital increase, the shareholders’ meeting decides to replace article 5 of the articles of association by the following text: 

“The capital of the company is set at four million four hundred thirty-eight thousand three hundred fifty-one euro and sixteen cents (EUR 4,438,351.16). 

It is represented by twenty-five million eight hundred thirty-six thousand two hundred seventy-nine (25,836,279) shares, without nominal value, each representing an equal part of the capital.”

  1.  Power of attorney to the notary

Proposed decisionThe shareholders’ meeting grants the acting notary, and any (other) notary of “Berquin Notarissen” CV, all powers to draw up and sign a restated version of the articles of association of the Company and to file them in the appropriate data base in accordance with applicable law.

  1.  Power of attorney to the directors

Proposed decisionThe shareholders’ meeting decides to grant a power attorney to each director of the Company, acting alone and with power of substitution, to take all actions to implement the decisions taken.

ADMISSION FORMALITIES AND PARTICIPATION IN THE SHAREHOLDERS’ MEETINGS

In order to attend the shareholders’ meetings on June 8, 2022, the holders of shares and subscription rights are requested to comply with articles 26 and 27 of the Company’s articles of association and the following formalities.

If the attendance quorum required pursuant to Article 7:153 of the Belgian Code of Companies and Associations is not met at the extraordinary shareholders’ meeting of June 8, 2022, a second extraordinary shareholders’ meeting will be convened on Monday, June 27, 2022 at 2:00 p.m. CET, to deliberate and resolve on the agenda items of the extraordinary shareholders’ meeting regardless of the share capital present or represented by the shareholders.

The holders of subscription rights issued by the Company can, in accordance with Article 7:135 of the Belgian Code of Companies and Associations only attend the shareholders’ meetings with a consultative vote.

In order to be able to participate in the annual and the extraordinary shareholders’ meetings, a holder of securities issued by the Company must satisfy two conditions: (a) be registered as holder of such securities on the registration date and (b) notify the Company, as described below.

In light of the COVID-19 pandemic, (i) securities holders who wish to participate in the annual and the extraordinary shareholders’ meetings are encouraged to exercise their voting rights prior to the shareholders’ meetings either by voting remotely by mail or by giving a proxy to a representative of the Company, and (ii) the securities holders are encouraged to use e‑mail for all correspondence concerning the shareholders’ meetings.

Registration date

The registration date is May 25, 2022 at midnight (Belgian time). Only persons registered as securities holders on that date and time will be entitled to attend and (if they are shareholders) vote at the meetings. The number of securities held by the securities holder on the day of the meetings will not be taken into account.

  •  Holders of registered shares or subscription rights must be registered in the Company’s share register or subscription rights register, as the case may be, by midnight (Belgian time) on May 25, 2022.
  •  Holders of dematerialised shares must deliver, or have delivered, to the Company, at the latest on June 2, 2022 at midnight (Belgian time), a certificate issued by the authorised account holder or by the settlement institution certifying the number of dematerialised shares registered in the name of the shareholder in its accounts on the registration date, for which the shareholder has declared his intention to participate in the meetings. This certificate must be sent to the Company by e-mail to shareholders@nyxoah.com or by letter addressed to the Company’s seat (Rue Edouard Belin 12, 1435 Mont-Saint-Guibert, Belgium, for the attention of Mrs. An Moonen, General Counsel of the Company).

Intention to participate in the meetings 

The securities holders must inform the board of directors of the Company by e-mail to shareholders@nyxoah.com or by letter addressed to the Company’s seat (Rue Edouard Belin 12, 1435 Mont-Saint-Guibert, Belgium, for the attention of Mrs. An Moonen, General Counsel of the Company), which e-mail or letter must reach the Company no later than June 2, 2022, of their intention to participate in the meetings, indicate the number of securities for which they intend to vote, and, for holders of dematerialized shares, present proof of their registration as a shareholder on the registration date.

In order to attend the meetings, securities holders and proxy holders must prove their identity and representatives of legal entities must submit documents establishing their identity and their power of representation, at the latest immediately before the start of the meetings.

Voting by proxy or by mail

As indicated above, shareholders are encouraged to exercise their voting rights prior to the meetings either (i) by voting by mail or (ii) by giving a proxy to a representative of the Company.

If shareholders vote by proxy, the proxy holder will be a representative of the Company. This proxy holder may only exercise the voting right in accordance with the voting instructions contained in the proxy.

The proxy voting form and the form for voting by mail approved by the Company must be used for this purpose. These forms can be downloaded from the Company’s website (https://investors.nyxoah.com/shareholder-information > Shareholders’ Meetings).

If shareholders vote by proxy or by mail, they must, in addition to the above formalities, send by e‑mail to shareholders@nyxoah.com or by letter addressed to the Company’s seat (Rue Edouard Belin 12, 1435 Mont-Saint-Guibert, Belgium, for the attention of Mrs. An Moonen, General Counsel of the Company) a duly completed and signed proxy voting form or form for voting by mail. These documents must reach the Company no later than June 2, 2022.

Note that the proxy voting forms and the forms for voting by mail may be signed by using an electronic signature as provided for in Article 7:143 § 2 of the Belgian Code of Companies and Associations.

Participation in the virtual shareholders’ meetings

Securities holders wishing to participate remotely, virtually and in real time, to the Company’s annual and extraordinary shareholders’ meetings are required to confirm their participation and communicate their e-mail address to the Company by June 2, 2022 at the latest by e-mail to shareholders@nyxoah.com.

A few days before the shareholders’ meetings, securities holders who have completed this formality will receive by e-mail (at the address they will have communicated to the Company) a link, and as the case may be a user name and a password, enabling them to follow and participate in the shareholders’ meetings via their computer, tablet or smartphone.

Just before the start of the shareholders’ meetings, the securities holders will have to click on the link that will have been previously communicated to them by e-mail, and as the case may be enter their user name and password, in order to join the virtual shareholders’ meetings.

Securities holders attending the virtual shareholders’ meetings will have the opportunity to view the live broadcast of the meetings in real time and to ask questions to the directors, as the case may be in writing, during the meetings regarding the items on the agenda.

New agenda items, proposed decisions and right to ask questions 

Shareholders holding at least 3% of the capital who wish to request the inclusion of new items on the agenda or to submit proposals for decision must, in addition to the above formalities, establish on the date of their request proof of ownership of the required participation in the capital and send the text of the agenda items and the proposed decisions by e-mail to shareholders@nyxoah.com or by letter addressed to the Company’s seat (Rue Edouard Belin 12, 1435 Mont-Saint-Guibert, Belgium, for the attention of Mrs. An Moonen, General Counsel of the Company), no later than May 17, 2022. The request must also mention the mail or e-mail address to which the Company will send the confirmation of receipt of the request.

The case being, the revised agenda will be published no later than May 24, 2022.

Shareholders who wish to do so may send any questions they may have to the Company, relating solely to the agendas of the annual and the extraordinary shareholders’ meetings, by e-mail to shareholders@nyxoah.com or by letter addressed to the Company’s seat (Rue Edouard Belin 12, 1435 Mont-Saint-Guibert, Belgium, for the attention of Mrs. An Moonen, General Counsel of the Company), no later than June 2, 2022. The answers to these questions will be provided during the annual and the extraordinary shareholders’ meetings in accordance with applicable law.

Documentation

All documents concerning the annual and the extraordinary shareholders’ meetings that are required by law to be made available, as well as the total number of shares and voting rights outstanding, are available on the Company’s website on: https://investors.nyxoah.com/shareholder-information. The documents are also available at the seat of the Company and can only be consulted by appointment made by e-mail (shareholders@nyxoah.com). Shareholders may also obtain a hard copy of these documents free of charge by sending an e-mail to shareholders@nyxoah.com, or a letter addressed to the Company’s seat (Rue Edouard Belin 12, 1435 Mont-Saint-Guibert, Belgium, for the attention of Mrs. An Moonen, General Counsel of the Company).

The aforementioned formalities, as well as the instructions on the Company’s website and on the proxy voting forms and forms for voting by mail must be strictly observed.

Various

Quorum: There is no particular quorum requirement for the deliberation and voting of the decisions proposed in the agenda of the annual shareholders’ meeting.
In accordance with Article 7:153 of the Belgian Code of Companies and Associations, at least 50% of the share capital must be present or represented for the deliberation and voting on the decisions proposed in items 3 and 4 of the agenda of the extraordinary shareholders’ meeting.

Voting: Each share entitles the holder to one vote.

Majority: In accordance with applicable law, the decisions proposed in the agenda of the annual shareholders’ meeting and the decisions proposed in the agenda of the extraordinary shareholders’ meeting, other than agenda items 3 and 4, will be adopted if they are approved by a simple majority of the votes validly cast by the shareholders present or represented at the relevant shareholders’ meeting. In accordance with Article 7:153 of the Belgian Code of Companies and Associations, the decisions proposed in items 3 and 4 of the agenda of the extraordinary shareholders’ meeting will be adopted if they are approved by 75% of the votes validly cast by the shareholders present or represented. Blank votes and abstentions are not taken into account.

Personal data: The Company is responsible for the processing of personal data that it receives or collects from holders of securities issued by the Company and agents in connection with the Company’s shareholders’ meetings.

The processing of such data will be carried out for the purpose of organizing and holding the relevant shareholders’ meeting, including convening, registration, attendance and voting, as well as maintaining lists or registers of securities holders and for purposes of analysis of the Company’s securities holders’ base.

The data includes, but is not limited to, the following: identification data, the number and nature of a holder’s securities issued by the Company, proxies and voting instructions. This information may also be transferred to third parties for the purpose of assisting or servicing the Company in connection with the foregoing.

The processing of such data will be carried out, mutatis mutandis, in accordance with the Company’s privacy notice available on the Company’s website: https://www.nyxoah.com/privacy-notice-nyxoah.

The Company draws the attention of holders of securities issued by the Company and agents to the description of the rights they may have as data subjects, such as, inter alia, the right of inspection, the right to rectify and the right to object to processing, which are set out in the section entitled “What rights can you exercise?” of the aforementioned privacy notice.

All this is without prejudice to the applicable rules on registration, use of information and participation in shareholders’ meetings in order to exercise your rights as a data subject. For any other information relating to the processing of personal data by or on behalf of the Company, the Company can be contacted by e-mail at privacy@nyxoah.com.

The board of directors

Attachment

Nyxoah Nominates Raymond Cohen and Virginia Kirby for Appointment to Its Board of Directors

Nyxoah Nominates Raymond Cohen and Virginia Kirby for Appointment to Its Board of Directors

Mont-Saint-Guibert, Belgium – May 6, 2022, 7:00am CET / 1:00am ET – Nyxoah SA (Euronext Brussels/Nasdaq: NYXH) (“Nyxoah” or the “Company”), a medical technology company focused on the development and commercialization of innovative solutions to treat Obstructive Sleep Apnea (OSA), today announced the nomination of Raymond Cohen and Virginia Kirby for appointment to the Company’s Board of Directors, pending approval by the Company’s Annual Shareholders’ Meeting on June 8, 2022. Don Deyo and Jan Janssen will resign from the board effective June 8, 2022, keeping the total number of board members at eight. Mr. Deyo has served on Nyxoah’s board since 2016 and Mr. Janssen since 2018.

Mr. Cohen has served as Chief Executive Officer and board member of Axonics, Inc. (Nasdaq: AXNX) since co-founding the company in 2013. From 2010 to 2012, he served as CEO of Vessix Vascular, a venture capital-backed renal denervation company that was acquired by Boston Scientific in November 2012. Previously, Mr. Cohen spent nearly a decade as Chairman and CEO of Nasdaq-listed Cardiac Science Inc., which was ranked as the fourth fastest growing company in the U.S. in 2004. Currently, Mr. Cohen serves as the Chairman of the board of directors at BioVentrix Inc., a privately-held transcatheter ventricular restoration company.

Ms. Kirby has extensive clinical, regulatory, and reimbursement leadership experience across a wide range of products in the medical device industry, including implantable devices to treat sleep disorder. In her present role as an Executive-in-Residence at the Discovery Launchpad at the University of Minnesota’s Office of Technology Commercialization, Ms. Kirby provides coaching and mentoring to medical device startups with a focus on FDA regulatory and clinical research requirements, as well as commercialization strategy. She previously served as Senior Vice President of Clinical and Regulatory Affairs for Huinno, Inc., Vice President of Clinical and Regulatory Affairs at Apnex Medical, Inc., and Vice President of Clinical Affairs and Reimbursement at both EnteroMedics, Inc., and at ev3, Inc. She also held various roles of increasing seniority at Medtronic, Inc. (NYSE: MDT), and at 3M Company (NYSE: MMM).

About Nyxoah
Nyxoah is a medical technology company focused on the development and commercialization of innovative solutions to treat Obstructive Sleep Apnea (OSA). Nyxoah’s lead solution is the Genio® system, a patient-centered, leadless and battery-free hypoglossal neurostimulation therapy for OSA, the world’s most common sleep disordered breathing condition that is associated with increased mortality risk and cardiovascular comorbidities. Nyxoah is driven by the vision that OSA patients should enjoy restful nights and feel enabled to live their life to its fullest.

Following the successful completion of the BLAST OSA study, the Genio® system received its European CE Mark in 2019. Nyxoah completed two successful IPOs: on Euronext Brussels in September 2020 and NASDAQ in July 2021. Following the positive outcomes of the BETTER SLEEP study, Nyxoah received CE mark approval for the expansion of its therapeutic indications to Complete Concentric Collapse (CCC) patients, currently contraindicated in competitors’ therapy. Additionally, the Company is currently conducting the DREAM IDE pivotal study for FDA and US commercialization approval.

For more information, please visit http://www.nyxoah.com/.

Caution – CE marked since 2019. Investigational device in the United States. Limited by U.S. federal law to investigational use in the United States.

Contacts:
Nyxoah
Loic Moreau, Chief Financial Officer
corporate@nyxoah.com
+32 473 33 19 80

Jeremy Feffer, VP IR and Corporate Communications
jeremy.feffer@nyxoah.com
+1 917 749 1494

Attachment